Exhibit 10.11
    

    
      NON-COMPETITION/NON-SOLICITATION AGREEMENT


    

    
      THIS NON-COMPETITION/NON-SOLICITATION AGREEMENT (“Agreement”) is made
      and entered into as of this 30th day of June, 2008, by and between
      Redhook Ale Brewery, Incorporated (“Redhook”) and Robert Widmer (“Target
      Principal”).  Redhook and Target Principal are referred to herein
      separately as a “Party” and collectively as the “Parties”.
    

    
      Recitals
    

    
      WHEREAS, on November 13, 2007, Redhook and Widmer Brothers
      Brewing Company (“Target”) entered into an Agreement and Plan of Merger
      providing for the merger of Target with and into Redhook (as amended to
      date, the “Merger Agreement”); capitalized terms not defined herein
      shall have the meaning given those terms in the Merger Agreement.
    

    
      WHEREAS, Target Principal is a founder and major shareholder of
      Target, and has knowledge of and access to confidential and proprietary
      information about Target which, if used in competition with Redhook,
      could cause serious and irreparable harm to Redhook.
    

    
      Agreement
    

    
      NOW, THEREFORE, for purposes of inducing Redhook to consummate
      the transactions contemplated by the Merger Agreement, and for good and
      valuable consideration, the receipt and sufficiency of which is hereby
      acknowledged, the Parties, each intending to be legally bound, hereby
      agree as follows:
    

    
      1.         Covenant Not
      to Compete.  For a period of five (5) years from and after the
      Closing Date (the “Restricted Period”), Target Principal shall not, and
      shall not permit or cause any of his Affiliates to, directly or
      indirectly, engage in the manufacturing, advertising, marketing, sale or
      distribution, whether for himself or for third parties, of any malt
      beverage, soda beverage or alcoholic beverage product, in North America
      (collectively, the “Restricted Business”).
    

    
      2.         Covenant Not
      to Solicit.  The Target Principal agrees that during the Restricted
      Period, the Target Principal shall not, and shall not permit or cause
      any of his Affiliates (other than Anheuser-Busch, Incorporated or any of
      its Affiliates) to, directly or indirectly, except on behalf of Redhook
      or with the prior written consent of Redhook (which consent may be
      withheld, delayed or conditioned at Redhook’s sole discretion):
    

    
      2.1    solicit or encourage any employees of Redhook to (1) leave
      employment with Redhook or (2) enter into an employment or a service
      arrangement related to the Restricted Business;
    

    
      2.2    hire, engage or enter into any service arrangement with any
      employees of Redhook; or
    

    
      
        

        

      

      
        
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      2.3    with respect to the Restricted Business, solicit or encourage any
      customer or potential customer of Redhook to limit, restrict or cease
      use of Redhook’s services or products.
    

    
      3.         Consideration.
      Target Principal acknowledges receiving adequate consideration for
      entering into this Agreement, including but not limited to a portion of
      the Merger Consideration received by Target Principal pursuant to the
      Merger Agreement, Target Principal’s employment with Redhook, and the
      salary and/or compensation for Target Principal’s employment with
      Redhook.
    

    
      4.         Judicial
      Determinations.  Whenever possible, each term or provision of this
      Agreement will be interpreted in a manner to be valid and enforceable,
      but if any term or provision of this Agreement is held to be invalid or
      unenforceable, then such term or provision will be ineffective only to
      the extent of such invalidity or unenforceability, without invalidating
      or affecting in any manner whatsoever the remainder of such term or
      provision or the remaining terms or provisions of this Agreement.  If
      the final judgment of a court of competent jurisdiction declares that
      any term or provision of this Agreement is invalid or unenforceable, the
      Parties agree that the court making the determination of invalidity or
      unenforceability shall have the power to reduce the scope, duration, or
      area of the term or provision, to delete specific words or phrases, or
      to replace any invalid or unenforceable term or provision with a term or
      provision that is valid and enforceable and that comes closest to
      expressing the intention of the invalid or unenforceable term or
      provision, and this Agreement shall be enforceable as so modified.
    

    
      5.         Relief.  Target
      Principal expressly acknowledges and agrees that Redhook’s remedy at law
      for a breach or threatened breach of any of the provisions of Sections 1
      or 2 would be inadequate.  In recognition of that fact, in the event of
      a breach or threatened breach by Target Principal of the provisions of
      Section 1 or 2, it is agreed that, in addition to its remedy at law and
      without posting any bond, Redhook shall be entitled to, and Target
      Principal agrees, if Redhook establishes that a breach or threatened
      breach has occurred, not to oppose Redhook’s request for equitable
      relief in the form of specific performance, a temporary restraining
      order, a temporary or permanent injunction, or any other equitable
      remedy that may then be available.  Nothing herein contained shall be
      construed as prohibiting Redhook from pursuing any other remedies
      available to it for such breach or threatened breach.
    

    
      6.         Miscellaneous.
    

    
      6.1    Assignment.  This Agreement shall
      inure to the benefit of and shall be binding upon Target Principal and
      Redhook, and their respective affiliates, subsidiaries, successors and
      assigns.  Redhook may assign this Agreement without the prior written
      consent of Target Principal to any entity which owns, operates or
      manages the business operations of Redhook that constitute Restricted
      Business.  Target Principal may not assign his obligations hereunder.
    

    
      6.2    Amendment.  This Agreement may not be
      amended except by the mutual agreement of the Parties evidenced by a
      writing signed by each Party.
    

    
      6.3    Notices.  All notices, requests and
      other communications under this Agreement shall be in writing and shall
      be deemed to have been duly given if delivered by hand or overnight
      courier against a receipt therefor, or by registered or certified mail,
      return receipt requested, postage prepaid, addressed to the Parties at
      the following addresses (or at such other addresses as shall be
      specified by like notice):
    

    
      
        

        

      

      
        
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          If to Redhook:
        	
          Redhook Ale Brewery, Incorporated
        
	

        	

        	

        	

        	
          14300 NE 145th Street, Suite 210
        
	

        	

        	

        	

        	
          Woodinville, WA 98072
        
	

        	

        	

        	

        	
          Attn: CEO
        
	

        	

        	

        	

        	
          Phone: 425-483-3232
        
	

        	

        	

        	

        	
          Fax: 425-485-0761
        
	

        	

        	

        	

        	
           
        
	

        	

        	

        	
          If to Target Principal:
        	
          Robert Widmer
        
	

        	

        	

        	

        	
          5531 S.W. Corbett
        
	

        	

        	

        	

        	
          Portland, Oregon 97239
        
	

        	

        	

        	

        	
          Phone: 503-245-5331
        


    

    
      Any notice or communication so given shall be deemed to have been
      delivered on the date of receipt of such delivery at the address set
      forth above (or such other address designated pursuant hereto).
    

    
      6.4    Choice of Law.  This Agreement and the
      Parties’ rights and obligations hereunder shall be governed by and
      construed in accordance with the internal laws of the State of
      Washington without giving effect to the choice of law principles
      thereunder.
    

    
      6.5    Entire Agreement.  This Agreement sets
      forth the entire agreement and understanding of the Parties relating to
      the subject matter hereof, and supersedes all prior oral and written
      agreements, arrangements and understandings relating to the subject
      matter hereof.
    

    
      [one signature page follows]




    

    
      
        

        

      

      
        
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      IN WITNESS WHEREOF, each Party has executed this
      Non-Competition/Non-Solicitation Agreement effective as of the day and
      year first written above.
    

    

    

    
    	
          Redhook Ale Brewery, Incorporated
        	
           
        	

        
	

        	

        	

        	
           
        
	

        	

        	

        	
           
        
	
          By:
        	
          /s/ Paul S. Shipman
        	

        	
          /s/ Robert Widmer
        
	
          Name:
        	
          Paul S. Shipman
        	

        	
          Robert Widmer
        
	
          Title:
        	
          Chief Executive Officer
        	

        	

        


    

    

    

    
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